Product Terms and Conditions

WebTrafficker - Terms & Conditions

These Webtrafficker Terms and Conditions apply to the following products we offer: SEO, Link Building, Content Writing, PPC, Web Analytics, SEO Consultancy, SEO Reports, Instant Rankings (Webtrafficker Instant), Online Magazines (WebMag).

These Terms and Conditions and the Purchase Order together form an agreement between Webevents Limited and the client.

1  Definitions and Interpretations 
1.1 In these Terms and Conditions unless the context otherwise requires: 
  Agreement means the agreement between Webevents and the Client for the provision of the Services pursuant to the Purchase Order and subject to these Terms and Conditions;
Client means the person named in the Purchase Order;
Client Content means Content developed and/or provided by Webevents for use in connection to or in relation to the Services in which the Intellectual Property Rights are vested in the Client;
Commencement Date means the date upon which the Agreement commences being either the date the Purchase Order is signed by the Client or the date of the email confirmation of Purchase Order received from the Client;
Content means articles, papers and promotional stories developed and/or provided by Webevents in the provision of the Services;
Google means the UK search engine of Google at www.google.co.uk with the search parameters set to "pages from the UK" and the number of results to display set to 10;
Information means all personal data and information of whatever kind or nature which one party obtains from the other under this Agreement whether or not it is in tangible or documented form;
Initial Term means the minimum term of the Agreement as set out in Clause 8;
Intellectual Property Rights means all copyright and other intellectual property rights howsoever arising and in whatever media, whether or not registered including, without limitation, patents, trade marks, service marks, database rights, trade names, logos, rights in designs and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world and all know-how, goodwill, confidential information and all other intellectual property rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, for their full term and any extension or renewal thereof;
Paid For Ranking means appearing in the search results of the paid for listings on Google;
Premium Ranking means appearing in the search results within the top 10 on Google;
Purchase Order means the confirmation provided by Webevents setting out the Client's order for the Services;
Rank or Ranked means achieving a Standard, Premium or Paid For Ranking;
Relevant Article means, in respect of the WebTrafficker Instant Services, the article which is relevant for the purpose of achieving the Rank. This will generally be the First Article but in the event that a Second Article or a Third Article has been published and has achieved the Rank within 28 days of publication, the Relevant Article will be this Second Article or Third Article respectively;
Services means the services to be provided to the Client by Webevents as set out in the Purchase Order and in accordance with these Terms and Conditions;
Software means the software and/or technology developed and/or to be developed by Webevents including the structure and architecture of the software and the underlying software code;
Standard Ranking means appearing in the search results within the top 11 – 20 on Google;
VAT means value added tax and any tax which may from time to time replace it;
Webevents or We means Webevents Limited (trading as the WebMarketing Group) (registered in England under Company Number 3984604) of 1Cardale Park, Harrogate, HG3 1RZ;
Webevents' Content means Content developed and/or provided by Webevents for use in connection to or in relation to the Services in any form and other related materials but not including Client Content;
Webevents' IPR means the Intellectual Property Rights vested in Webevents including but not limited to the Intellectual Property Rights in the Software and the Webevents' Content;
Webevents' Websites means any one of the websites owned by Webevents including but not limited to www.webeventseurope.com, www.cim365.com and www.customerinteractionmanagement365.com which from time to time may be used for the purpose of achieving a Ranking on Google; and
Website means the website owned by Webevents at www.webmarketinggroup.co.uk
   
1.2 The headings in these Terms and Conditions are for ease of reference and shall not affect the interpretation of the Agreement.
1.3 Any reference in these Terms and Conditions to any provision of a statute shall (except where the context otherwise requires) be construed as a reference to that provision as amended, modified, extended or re-enacted at the  relevant time and shall include any subordinate legislation, including statutory instruments or regulations made under any of the foregoing.
1.4 In these Terms and Conditions, where the context permits, words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders and references to persons shall include bodies corporate, unincorporated associations and partnerships. 
   
2  The Services 
2.1 Webevents will provide the Client with the Services in accordance with the Agreement.
2.2 Webevents will commence the provision of the Services from the Commencement Date.
2.3 Webevents' performance of the Services is dependent upon the Client providing such information as Webevents may reasonably require from time to time.
2.4 In respect of the WebTrafficker Instant Services:
  2.4.1 Webevents will, in consultation with the Client, agree a targeted search phrase to best reflect the Client's products and services;
2.4.2 Webevents will provide one article (the "First Article") of optimised Content to the Client on an exclusive basis during the term of the Agreement and this will be published on the Webevents' Websites;
2.4.3 Webevents shall use its best endeavours to ensure that the First Article has achieved the Rank within 28 days of such publication;
2.4.4 if the First Article has not achieved the Rank within 28 days of publication, the Client may request and is entitled to a full refund of the applicable monthly fee.
2.4.5 if, after the initial 28 day period, the First Article fails to Rank, Webevents will, in consultation with the Client, agree a revised targeted search phrase to improve the Article's position on Google and will re-publish the Article (the "Second Article"). Should the Second Article fail to Rank within 28 days of publication, Webevents will, in consultation with the Client, agree a third targeted search phrase and will re-publish the Article (the "Third Article"). Subject to Clause 2.4.6, in the unlikely event that the Third Article fails to Rank, the Client may cancel the Agreement and receive a refund of all applicable monthly payments. Webevents is under no obligation to provide greater than three targeted search phrases under this Agreement.
2.4.6 if the Relevant Article has not achieved the Rank, Webevents may at its own cost implement pay per click advertising on the targeted search phrase in order to achieve the Rank of the Relevant Article. Should Webevents decide to implement such pay per click advertising, the Client's ability to cancel the Agreement under Clause 2.4.5 shall not apply and no refund will be due to the Client other than in accordance with Clause 2.4.4. Nothing in this Clause shall constitute an obligation for Webevents to implement pay per click advertising on the targeted search phrase.
2.4.7 for the duration of the Agreement, Webevents will, at the Client's request, review the position of the Relevant Article on Google over the four week period prior to the Client's request and will refund to the Client 100 percent of the pro-rata fee paid for each week where the Relevant Article has not achieved a Premium Ranking or a Paid For Ranking..
2.4.8 in the rare event that the updating of indices at Google's data centres results in different data centres returning differing positions on Google, the Client agrees that the position of the article link for the agreed search phrase in Google on the Webevents' computer (and, on request, sent via a screen capture to the Client) will determine the Ran
2.5 The provision of the WebTrafficker Services for Content Writing, Link Building, Pay Per Click, Search Engine Optimisation, Tracking, WebMailer and any services other than the WebTrafficker Instant services which may be offered from time to time, will not be subject to performance guarantees except where expressly stated otherwise in this Agreement.
2.6 The WebTrafficker Instant Services are not subject to performance guarantees except as expressly stated in Clause 2.4. The Client acknowledges that Webevents does not provide any performance guarantees or promises whatsoever in respect of traffic, visitors or click-throughs in respect of the WebTrafficker Instant Services or any of the WebTrafficker Services which may be offered from time to time.
2.7 Webevents is unable to ensure or guarantee the security of information transmitted over the internet. Any information or data transmitted through the use of or in connection or relation to the Services is at the Client's risk. 
   
3  Fees and Payment 
3.1 The fees for the Services are as stated in the Purchase Order.
3.2 The Client will be invoiced in accordance with the following payment terms unless expressly stated otherwise in the Purchase Order:
  3.2.1 where the Services are subject to a set-up fee or deposit, such fee will be payable by the Client immediately upon the Commencement Date. Any set-up fee or deposit is non-refundable.
3.2.2 all other fees including ongoing or recurring monthly fees will be payable immediately upon receipt of invoice throughout the term of the Agreement.
3.3 If payment is not received in accordance with the payment terms specified in the Agreement, Webevents shall be entitled, without prejudice to any other rights that it may have, to charge the Client interest accruing on the sum due to Webevents at the rate of four per cent above the annual base lending rate of Barclays Bank plc, from time to time, and reserves the right to suspend the provision of the Services and restrict the Client's use of the Services until such time as payment is received.
3.4 Should the Client breach the payment terms specified in the Agreement, Webevents reserves the right to demand immediate payment of the full balance of fees payable under the Agreement.
3.5 Fees may be subject to amendment or variation from time to time and Webevents will notify the Client of such changes with 30 days notice by publishing an amended price list on its Website. Webevents reserves the right to amend the fees payable by new clients without affecting the fees payable by the Client. 
3.6 Any changes requested by the Client during the term of this Agreement may result in an administration fee being charged to the Client.
3.7 All fees for the Services are stated and payable in British Pounds. Fees do not include VAT or any other taxes that may from time to time be applicable.  
   
4  Cancellation and Refunds 
4.1 The Agreement cannot be cancelled or terminated other than in accordance with Clause 2.4.5, Clause 8 or Clause 15.2, except with the express written agreement of Webevents. 
4.2 Cancellation of the Agreement other than in accordance with Clause 2.4.5, Clause 8 or Clause 15.2 at the request of the Client will be subject to a minimum cancellation charge of 50 per cent of the fees payable under the Agreement.  
   
5  Intellectual Property Rights 
5.1 Except as expressly set out herein, all work performed by Webevents is the copyrighted works of Webevents and all Intellectual Property Rights in and in relation to the Software, the Webevents' Content and any other materials developed or to be developed by Webevents shall remain vested in and be the exclusive property of Webevents.  
5.2 All Intellectual Property Rights in the Client Content provided through the provision of the WebTrafficker Content Writing Services shall be the property of the Client provided that the Client shall have paid in full and on a timely basis for such Client Content in accordance with Clause 3.
5.3 All Intellectual Property Rights in any materials, articles or documents supplied by the Client shall remain vested in the Client.
5.4 If the Client becomes aware of any infringement or threatened infringement of any of the Webevents' IPR or of any action detrimental to any of such rights, the Client shall immediately notify Webevents giving full particulars of such matters and the Client shall make no comment or admission to any third party in respect of such matter.
5.5 Webevents shall have the sole conduct of any proceedings relating to any of the Webevents' IPR and shall in its sole discretion decide what action (including litigation, arbitration or compromise), if any, to take in respect of any infringement or alleged infringement of any of such rights or any other claim brought or threatened in respect of the use of any of such rights. 
   
6  Warranties and Indemnities 
6.1 Each party warrants to the other that it has full power and authority to grant the rights to the other party as provided in the Agreement.
6.2 Webevents represents and warrants to the Client that it will provide the Services contemplated by the Agreement with reasonable care and skill, in good faith and in accordance with good industry practice.
6.3 The Client represents and warrants to Webevents that: 
  6.3.1 any materials delivered to Webevents under the Agreement shall be the property of the Client or the Client shall have licensed or obtained copyright permission to use such materials and none of the materials shall infringe  copyright or patent laws, or involve the unauthorised use of the rights of any third party and do not contain any matter which is injurious to Webevents or any other person or which is illegal, scandalous, obscene, libellous,  offensive to religion or defamatory or which would constitute a contempt of court; and
6.3.2 as at the Commencement Date, there is no litigation, proceeding or claim pending or threatened against the Client or any other party relating to any material to be utilised in performance of the Agreement.
6.4 Each party warrants to the other that in relation to the Information, it has and will at all times comply with all relevant requirements of the Data Protection Act 1998.
6.5 Except as expressly set out herein and to the fullest extent permitted by law, Webevents excludes all conditions, terms, representations (other than fraudulent representations) and warranties relating to the Services or materials supplied pursuant to the Agreement, whether imposed by statute or by operation of law or otherwise, including without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose.
6.6 Except to the extent caused by any fraud or dishonesty by Webevents, the Client agrees to indemnify Webevents to the fullest extent permitted by law from and against all liabilities, losses, damages, and reasonable expenses, including but not limited to legal fees and expenses, arising from or in connection with any claim or action as a result of the use of or possession of material or information provided by the Client under the Agreement. 
6.7 The obligations set out in this clause shall survive variation, renewal, termination or expiry of the Agreement. 
   
7  Exclusion of Liability 
7.1 Nothing in this clause shall exclude or limit either party's liability for fraud or negligent misrepresentation or for personal injury or death resulting from the negligence of either party or its agents or employees. 
7.2 Webevents shall not be liable in any way for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings) or any special or indirect or consequential losses, howsoever  caused, whether or not such losses were within the contemplation of the parties at the Commencement Date, suffered or incurred by the Client arising out of or in connection with the Client's use of the Services provided  pursuant to the Agreement or any other matter under the Agreement. 
   
8  Term and Termination 
8.1 The Agreement shall commence on the Commencement Date. 
8.2 The Agreement shall continue in full force and effect unless terminated in accordance with its provisions for the Initial Term of twelve months unless expressly stated otherwise in the Purchase Order. Thereafter the Agreement will remain in force unless terminated by either party giving to the other party at least one month's written notice of its intention to terminate the Agreement.
8.3 Without prejudice to either party's other rights and remedies, either party may terminate the Agreement by immediate written notice to the other in the event that the other party:
  8.3.1 ceases or threatens to cease to carry on business; or
8.3.2 is subject to bankruptcy or liquidation proceedings (other than a voluntary liquidation for the purpose of reconstruction or amalgamation), is determined to be insolvent or otherwise is unable to meet its financial obligations, or  has a receiver or administrator appointed over all or any material part of its assets; or
8.3.3 commits a material breach of any provision of the Agreement, provided that in the case of any such material breach that is capable of remedy, termination shall only occur if the breach shall not have been remedied within thirty days of the other party having been given notice in writing specifying the nature of the breach and requiring it to be remedied. Any restriction or suspension of the Services by Webevents in accordance with Clause 3.3 shall not constitute a breach of this Agreement; or
8.3.4 commits a material breach of any provision of the Agreement which has been previously breached once and then remedied.
8.4 Termination of the Agreement shall be without prejudice to any existing rights and/or claims that a party may have against the other party, and shall not relieve the other party from fulfilling its obligations accrued prior to such termination. 
   
9  Consequences of Termination 
9.1 Upon termination or expiry of the Agreement however arising:
  9.1.1 Webevents shall cease to provide the Services to the Client;
9.1.2 the Client shall immediately cease to use the Webevents IPR and any other Intellectual Property Rights and any other rights of Webevents relating to the Services;
9.1.3 the Client shall immediately pay to Webevents all outstanding charges under the Agreement up to the date of termination; and
9.1.4 the Client shall immediately deliver and return to Webevents all material and information supplied by Webevents pursuant to the Agreement except that this clause shall not apply to the Client Content supplied by Webevents pursuant to the Agreement provided that such Client Content shall have been paid for in full by the Client.
9.2 All provisions of the Agreement which in order to give effect to their meaning need to survive its termination shall remain in full force and effect after termination. 
   
10  Suspension of Services 
10.1 Webevents may temporarily suspend the Services without compensation or recourse for the purpose of carrying out work at its premises or maintaining or upgrading its systems. Webevents will endeavour to give the Client prior notice of such suspension but may be unable to do so and is not obliged to do so.
10.2 Webevents may immediately and without notice suspend the provision of the Services to the Client without compensation or recourse in the event that: 
  10.2.1 it is required to do so in order to comply with a legal order or request from an emergency service, governmental or other competent authority; or
10.2.2 it is reasonably aware or suspects that the Client is in breach of Clause 11; or
10.2.3 it is taking this action in accordance with Clause 3.3. 
   
11  Acceptable Use 
11.1 The Client may only use the Services in accordance with the Agreement and, in any event, for lawful and proper purposes which include complying with all applicable laws and regulations. The Client agrees that it will not:
  11.1.1 do anything or include any information on its website which is or may be harmful, illegal, obscene, offensive, threatening, defamatory, deceptive, discriminatory or otherwise in breach of any applicable laws or regulations;
11.1.2 use the Services in a manner which may cause an infringement of copyright, privacy or the rights of Webevents or any other party including but not limited to any attempt to reproduce, copy or duplicate Webevents' Content or  other work performed by Webevents pursuant to the Agreement. Copyrights may be purchased outright by the Client or subject to limited use;
11.1.3 use the Services for or in connection with any illegal or unethical marketing practice including but not limited to spamming;
11.1.4 interfere or attempt to interfere with the operation of the Services or networks connected to the Services or Software via whatever means including but not limited to uploading or transmitting material containing corrupt data or  software viruses or to intercept or access without authority any system or data;
11.1.5 attempt to deface, copy, reverse engineer, disassemble, decompile, translate, modify or otherwise alter the Software; or
11.1.6 take any action that may lead to an unreasonably large load on Webevents' networks or infrastructure. 
   
12  Changes to the Agreement 
12.1 Webevents reserves the right to amend, modify or vary these Terms and Conditions from time to time. Notice of any such amendment shall be given to the Client by the publication of modified Terms and Conditions on the Website.
12.2 Use of the Services by the Client after publication of the modified Terms and Conditions on the Website shall constitute acceptance of the amendment, modification or variation. 
   
13  Notices 
13.1 Save as otherwise provided in this Agreement, any notice given under this Agreement shall be in writing and served by hand or by recorded or special delivery post to the address as the relevant party may designate to the other in writing from time to time. References in this Agreement to "in writing" shall also include by email which must be sent to the email address as the relevant party may designate to the other in writing from time to time. 
13.2 Any notice shall be deemed to have been served immediately if delivered by hand, 48 hours after posting if delivered by recorded or special delivery post and 24 hours after transmission if delivered by email. 
   
14  Assignment 
14.1 The Client may not assign or grant any sub-licences of any or all of its rights under the Agreement without the prior written consent of Webevents.
14.2 Webevents reserves the right to assign or otherwise transfer all or any of its rights under the Agreement at any time provided that such assignment shall not relieve Webevents of any of its obligations under the Agreement. 
   
15  Force Majeure 
15.1 Neither party shall be liable to the other for any failure under the Agreement if and to the extent that such failure is due to force majeure which shall mean in relation to either party any circumstances beyond the reasonable  control of the party concerned, including but not limited to war, acts of God, riot, terrorism, earthquake, accidents, explosion, fire, floods, abnormal weather conditions, any act or omission of Government or other agencies,  failure of technical or electrical facilities not within such party's reasonable control, failure or shortage of fuel,  power or materials, industrial action or trade disputes (except where such relates to employees or agents of the  relevant party) or delay by suppliers.
15.2 The party affected by such a force majeure event shall as soon as reasonably practicable notify the other party in writing. In the event that the force majeure event so notified continues so as to prevent the performance of the Agreement for a period of two months or more after such notice then either party shall have the right to terminate the Agreement without liability for breach of contract and the clauses of the Agreement relating to the consequences of termination shall thereupon take effect. 
   
16  Confidentiality 
16.1 Notwithstanding Clause 16.2, each party shall keep any information relating to the private business affairs of the other party confidential and will keep all such information secure and protected against theft, damage, loss or unauthorised access and will not disclose any such information to any other person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority.  Each party undertakes to procure that its employees and agents are aware of and are bound by the provisions of this clause, and the obligations of this clause shall survive the variation, renewal or termination of the Agreement, but shall cease to apply to  any information which has come into the public domain through no fault of the recipient.
16.2 The Client hereby gives permission to Webevents to use its name and logo for the sole purpose of inclusion in Webevents' marketing materials and related documents. The Client may withdraw this permission at any time by giving thirty days' written notice. 
   
17  General 
17.1 Notwithstanding that any one or more clauses or sub-clauses of the Agreement may prove to be illegal, invalid or unenforceable, the remaining clauses and sub-clauses shall continue in full force and effect.
17.2 The Agreement and any other documents referred to herein shall constitute the entire agreement between the parties for the provision of the Services and supersedes all previous agreements, arrangements and undertakings between the parties. 
17.3 The sections of the Agreement headed Limitation of Liability, Indemnity and Governing Law shall survive the termination of the Agreement. 
17.4 The failure to exercise or delay in exercising any right shall not constitute a waiver of the right or remedy or a waiver of other rights or remedies by any party, and no course of conduct or acquiescence shall constitute such a waiver other than a notice to that effect given to the other party specifying the right in question.
17.5 Except in the case of any permitted assignment of this Agreement pursuant to Clause 14, a person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any clause of this Agreement.
17.6 Nothing in the Agreement is intended to or shall operate to create a partnership between the parties. 
   
18  Governing Law 
18.1 The Agreement shall in all respects be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of those countries in respect of any matter arising from or in connection with the Agreement.

WebEvents Online Exhibitions - Terms & Conditions

These Terms and Conditions apply to the WebEvents Online Exhibitions.

These Terms and Conditions and the Contract together form an agreement between Webevents Limited and the client.

1 Definitions and Interpretations

1.1 In these Terms and Conditions unless the context otherwise requires:

Agreement means the agreement between Webevents and the Client for the provision of the Services pursuant to the Contract and subject to these Terms and Conditions;

Client or You means the person named in the Contract;

Commencement Date means the date upon which the Agreement commences being the date the Contract is signed by the parties;

Content means articles, papers and promotional stories developed and/or provided by Webevents in the provision of the Services;

Contract means the written contract signed by the parties in contemplation of the provision of the Services;

Information means all personal data and information of whatever kind or nature which one party obtains from the other under this Agreement whether or not it is in tangible or documented form;

Initial Term means the minimum term of the Agreement as set out in clause 8;

Intellectual Property Rights means all copyright and other intellectual property rights howsoever arising and in whatever media, whether or not registered including, without limitation, patents, trade marks, service marks, database rights, trade names, logos, rights in designs and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world and all know-how, goodwill, confidential information and all other intellectual property rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, for their full term and any extension or renewal thereof;

Services means the services to be provided to the Client by Webevents as set out in the Contract and in accordance with these Terms and Conditions;

Software means the software and/or technology developed and/or to be developed by Webevents including the structure and architecture of the software and the underlying software code;

VAT means value added tax and any tax which may from time to time replace it;

WebEvent means the online exhibition(s) that is the subject of this Agreement;

Webevents or We means Webevents Limited (trading as the Web Marketing Group) (registered in England under Company Number 3984604) of Cardale Park, Harrogate, HG3 1RZ;

Webevents’ Content means Content developed and/or provided by Webevents for use in connection to or in relation to the Services in any form and other related materials but not including Client Content;

Webevents’ IPR means the Intellectual Property Rights vested in Webevents including but not limited to the Intellectual Property Rights in the Software and the Webevents’ Content;

Website means the website owned by Webevents at www.webeventseurope.com;

1.2 The headings in these Terms and Conditions are for ease of reference and shall not affect the interpretation of the Agreement.

1.3 Any reference in these Terms and Conditions to any provision of a statute shall (except where the context otherwise requires) be construed as a reference to that provision as amended, modified, extended or re-enacted at the relevant time and shall include any subordinate legislation, including statutory instruments or regulations made under any of the foregoing.

1.4 In these Terms and Conditions, where the context permits, words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders and references to persons shall include bodies corporate, unincorporated associations and partnerships.

2 The Services

2.1 Webevents will provide the Client with the Services in accordance with the Contract.

2.2 Webevents will commence the provision of the Services upon receipt from the Client of any initial set-up fee or licence fee payable pursuant to the Agreement;

2.3 Webevents’ performance of the Services is dependent upon the Client providing such information as Webevents may reasonably require from time to time. Unless the Agreement provides otherwise, it is the sole responsibility of the Client to provide content and images for the Client’s website.

3 Fees and Payment

3.1 The fees for the Services are in accordance with the Contract.

3.2 Fees may be subject to amendment or variation from time to time.

3.3 The Services are subject to a set-up fee or licence fee and such fee will be payable by the Client immediately upon the Commencement Date. Any set-up or licence fee is non-refundable.

3.4 Ongoing fees where appropriate will be payable at the beginning of each month throughout the term of the Agreement.

3.5 All fees for the Services are stated and payable in British Pounds. Fees do not include VAT or any other taxes that may from time to time be applicable.

4 Cancellation and Refunds

4.1 The Agreement cannot be cancelled or terminated other than in accordance with clause 8 or clause 15.2.

5 Intellectual Property Rights

5.1 All work performed by Webevents is the copyrighted works of Webevents. Except as expressly set out herein, all Intellectual Property Rights in and in relation to the Software, the Webevents’ Content and any other materials developed or to be developed by Webevents shall remain vested in and be the exclusive property of Webevents. 

5.2 All Intellectual Property Rights in any materials, articles or documents supplied or incorporated by the Client in its use of the Services shall remain vested in the Client.

5.3 If the Client becomes aware of any infringement or threatened infringement of any of the Webevents’ IPR or of any action detrimental to any of such rights, the Client shall immediately notify Webevents giving full particulars of such matters and the Client shall make no comment or admission to any third party in respect of such matter.

5.4 Webevents shall have the sole conduct of any proceedings relating to any of the Webevents’ IPR and shall in its sole discretion decide what action (including litigation, arbitration or compromise), if any, to take in respect of any infringement or alleged infringement of any of such rights or any other claim brought or threatened in respect of the use of any of such rights. 

6 Warranties and Indemnities

6.1 Each party warrants to the other that it has full power and authority to grant the rights to the other party as provided in the Agreement.

6.2 Webevents represents and warrants to the Client that it will provide the Services contemplated by the Agreement with reasonable care and skill, in good faith and in accordance with good industry practice.

6.3 The Client represents and warrants to Webevents that:

6.3.1 any materials delivered to Webevents under the Agreement shall be the property of the Client or the Client shall have licensed or obtained copyright permission to use such materials and none of the materials shall infringe copyright or patent laws, or involve the unauthorised use of the rights of any third party and do not contain any matter which is injurious to Webevents or any other person or which is illegal, scandalous, obscene, libellous, offensive to religion or defamatory or which would constitute a contempt of court; and

6.3.2 as at the Commencement Date, there is no litigation, proceeding or claim pending or threatened against the Client or any other party relating to any material to be utilised in performance of the Agreement.

6.4 Each party warrants to the other that in relation to the Information, it has and will at all times comply with all relevant requirements of the Data Protection Act 1998.

6.5 Except as expressly set out herein and to the fullest extent permitted by law, Webevents excludes all conditions, terms, representations (other than fraudulent representations) and warranties relating to the Services or materials supplied pursuant to the Agreement, whether imposed by statute or by operation of law or otherwise, including without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose.

6.6 Except to the extent caused by any fraud or dishonesty by Webevents, the Client agrees to indemnify Webevents to the fullest extent permitted by law from and against all liabilities, losses, damages, and reasonable expenses, including but not limited to legal fees and expenses, arising from or in connection with any claim or action as a result of the use of or possession of material or information provided by the Client under the Agreement.

6.7 The obligations set out in this clause shall survive variation, renewal, termination or expiry of the Agreement.

7 Exclusion of Liability

7.1 Nothing in this clause shall exclude or limit either party's liability for fraud or negligent misrepresentation or for personal injury or death resulting from the negligence of either party or its agents or employees.

7.2 Webevents shall not be liable in any way for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings) or any special or indirect or consequential losses, howsoever caused, whether or not such losses were within the contemplation of the parties at the Commencement Date, suffered or incurred by the Client arising out of or in connection with the Client’s use of the Services provided pursuant to the Agreement or any other matter under the Agreement.

8 Term and Termination

8.1 The Agreement shall commence on the Commencement Date and shall continue in full force and effect unless terminated in accordance with its provisions for the Initial Term of twelve months. Thereafter the Agreement will remain in force for each subsequent twelve month period unless terminated by either party giving to the other party at least two month’s written notice of its intention to terminate the Agreement provided that termination canl only become effective on a twelve month anniversary of the Commencement Date.

8.2 Without prejudice to either party’s other rights and remedies, either party may terminate the Agreement by immediate written notice to the other in the event that the other party:

8.2.1 ceases or threatens to cease to carry on business; or

8.2.2 is subject to bankruptcy or liquidation proceedings (other than a voluntary liquidation for the purpose of reconstruction or amalgamation), is determined to be insolvent or otherwise is unable to meet its financial obligations, or has a receiver or administrator appointed over all or any material part of its assets; or

8.2.3 commits a material breach of any provision of the Agreement; provided that in the case of any such material breach that is capable of remedy, termination shall only occur if the breach shall not have been remedied within thirty days of the other party having been given notice in writing specifying the nature of the breach and requiring it to be remedied; or

8.2.4 commits a material breach of any provision of the Agreement which has been previously breached once and then remedied.

8.3 Termination of the Agreement shall be without prejudice to any existing rights and/or claims that a party may have against the other party, and shall not relieve the other party from fulfilling its obligations accrued prior to such termination.

9 Consequences of Termination

9.1 Upon termination or expiry of the Agreement however arising:

9.1.1 Webevents shall cease to provide the Services to the Client;

9.1.2 the Client shall immediately cease to use the Webevents IPR and any other Intellectual Property Rights and any other rights of Webevents relating to the Services;

9.1.3 the Client shall immediately pay to Webevents all outstanding charges under the Agreement up to the date of termination; and

9.1.4 the Client shall immediately deliver and return to Webevents all material and information supplied by Webevents pursuant to the Agreement except that this clause shall not apply to the Client Content supplied by Webevents pursuant to the Agreement.

9.2 All provisions of the Agreement which in order to give effect to their meaning need to survive its termination shall remain in full force and effect after termination.

10 Suspension or Unavailability of Services

10.1 Webevents may temporarily suspend the Services without compensation or recourse for the purpose of carrying out work at its premises or maintaining or upgrading its systems. Webevents will endeavour to give the Client prior notice of such suspension but may be unable to do so and is not obliged to do so.

10.2 Webevents may immediately and without notice suspend the provision of the Services to the Client without compensation or recourse in the event that it is:

10.2.1 required to do so in order to comply with a legal order or request from an emergency service, governmental or other competent authority; or

10.2.2 reasonably aware or suspects that the Client is in breach of clause 11.

11 Acceptable Use

11.1 The Client may only use the Services in accordance with the Agreement and, in any event, for lawful and proper purposes which include complying with all applicable laws and regulations. The Client agrees that it will not:

11.1.1 do anything or include any information in the WebEvent which is or may be harmful, illegal, obscene, offensive, threatening, defamatory, deceptive, discriminatory or otherwise in breach of any applicable laws or regulations;

11.1.2 use the Services in a manner which may cause an infringement of copyright, privacy or the rights of Webevents or any other party including but not limited to any attempt to reproduce, copy or duplicate Webevents’ Content or other work performed by Webevents pursuant to the Agreement;

11.1.3 use the Services for or in connection with any illegal or unethical marketing practice including but not limited to spamming;

11.1.4 interfere or attempt to interfere with the operation of the Services or networks connected to the Services or Software via whatever means including but not limited to uploading or transmitting material containing corrupt data or software viruses or to intercept or access without authority any system or data;

11.1.5 attempt to deface, copy, reverse engineer, disassemble, decompile, translate, modify or otherwise alter the Software; or

11.1.6 take any action that may lead to an unreasonably large load on Webevents’ networks or infrastructure.

12 Changes to the Agreement

12.1 Webevents reserves the right to amend, modify or vary these Terms and Conditions from time to time. Notice of any such amendment shall be given to the Client by the publication of modified Terms and Conditions on the Website.

12.2 Use of the Services by the Client after publication of the modified Terms and Conditions on the Website shall constitute acceptance of the amendment, modification or variation.

13 Notices

13.1 Save as otherwise provided in this Agreement, any notice given under this Agreement shall be in writing and served by hand or by recorded or special delivery post to the address as the relevant party may designate to the other in writing from time to time. References in this Agreement to “in writing” shall also include by email which must be sent to the email address as the relevant party may designate to the other in writing from time to time.

13.2 Any notice shall be deemed to have been served immediately if delivered by hand, 48 hours after posting if delivered by recorded or special delivery post and 24 hours after transmission if delivered by email. 

14 Assignment

14.1 The Client may not assign or grant any sub-licences of any or all of its rights under the Agreement without the prior written consent of Webevents.

14.2 Webevents reserves the right to assign or otherwise transfer all or any of its rights under the Agreement at any time provided that such assignment shall not relieve Webevents of any of its obligations under the Agreement.

15 Force Majeure

15.1 Neither party shall be liable to the other for any failure under the Agreement if and to the extent that such failure is due to force majeure which shall mean in relation to either party any circumstances beyond the reasonable control of the party concerned, including but not limited to war, acts of God, riot, terrorism, earthquake, accidents, explosion, fire, floods, abnormal weather conditions, any act or omission of Government or other agencies, failure of technical or electrical facilities not within such party's reasonable control, failure or shortage of fuel,  power or materials, industrial action or trade disputes (except where such relates to employees or agents of the relevant party) or delay by suppliers.

15.2 The party affected by such a force majeure event shall as soon as reasonably practicable notify the other party in writing. In the event that the force majeure event so notified continues so as to prevent the performance of the Agreement for a period of two months or more after such notice then either party shall have the right to terminate the Agreement without liability for breach of contract and the clauses of the Agreement relating to the consequences of termination shall thereupon take effect.

16 Confidentiality

16.1 Notwithstanding clause 16.2, each party shall keep any information relating to the private business affairs of the other party confidential and will keep all such information secure and protected against theft, damage, loss or unauthorised access and will not disclose any such information to any other person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority.  Each party undertakes to procure that its employees and agents are aware of and are bound by the provisions of this clause, and the obligations of this clause shall survive the variation, renewal or termination of the Agreement, but shall cease to apply to any information which has come into the public domain through no fault of the recipient.

16.2 The Client hereby gives permission to Webevents to use its name and logo for the sole purpose of inclusion in Webevents’ marketing materials and related documents. The Client may withdraw this permission at any time by giving thirty days’ written notice.

17 General

17.1 Notwithstanding that any one or more clauses of the Agreement may prove to be illegal, invalid or unenforceable, the remaining clauses shall continue in full force and effect.

17.2 The Agreement and any other documents referred to herein shall constitute the entire agreement between the parties for the provision of the Services and supersedes all previous agreements, arrangements and undertakings between the parties.

17.3 The sections of the Agreement headed Limitation of Liability, Indemnity and Governing Law shall survive the termination of the Agreement.

17.4 The failure to exercise or delay in exercising any right shall not constitute a waiver of the right or remedy or a waiver of other rights or remedies by any party, and no course of conduct or acquiescence shall constitute such a waiver other than a notice to that effect given to the other party specifying the right in question.

17.5 Except in the case of any permitted assignment of this Agreement pursuant to clause 14, a person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any clause of this Agreement.

17.6 Nothing in the Agreement is intended to or shall operate to create a partnership between the parties.

18 Governing Law

18.1 The Agreement shall in all respects be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of those countries in respect of any matter arising from or in connection with the Agreement. 

Agreement for the Provision of Premium Design and Development Services

THIS AGREEMENT is made on the XX day of XXX 2008

Between:

(1) Webevents Limited T/A The WebMarketing Group (Reg. No. 03984604) whose registered office is at 1 Cardale Park, Harrogate, HG3 1RZ (Webevents) ; and

(2) Client Name (Reg. No.XX) whose registered office is at XXX (the Client).

Now it is hereby agreed as follows:

1 DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement unless the context otherwise requires:
Client Deliverables means all information and documentation, including but not limited to client content, logo’s, site-maps and any other information which Webevents may reasonably require from time to time, which must be delivered by the Client to Webevents to enable Webevents to perform the Services pursuant to this Agreement;
Created Intellectual Property Rights means all Intellectual Property Rights and other rights in the Software and Specifications which arise as a result of Webevents providing the Services and which are not included in Webevents’ Intellectual Property Rights;
Fees means the agreed fees for the Services as set out in the relevant Purchase Order as attached at Schedule 1 to this Agreement;
Information means all personal data and information of whatever kind or nature which one party obtains from the other under this Agreement whether or not it is in tangible or documented form;
Intellectual Property Rights means all copyright and other intellectual property rights howsoever arising and in whatever media, whether or not registered including, without limitation, patents, domain names, trade marks, service marks, database rights, trade names, logos, rights in software, rights in designs and all similar property rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world and all know-how, goodwill, business names, confidential information and the style of presentation of goods and services and all other intellectual property rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, for their full term and any extension or renewal thereof;
Purchase Order means the Client’s order and authorisation for the Services to be provided by Webevents as set out at Schedule 1 to this Agreement and as may be varied in accordance with Clause 2.2 and Clause 2.3;
Services means the services to be provided to the Client by Webevents as set out in the Purchase Order/s included at Schedule 1 to this Agreement and in accordance with Schedule 3 of this Agreement or work that Webevents finds necessary to undertake in order to create, modify or otherwise deliver the Software according to the request or specification of the Client;
Services Process means the processes and procedures governing the provision of the Services as set out in Schedule 3 to this Agreement;
Specification/s means descriptions, designs and functional and technical requirements for the Services and Software as set out in Schedule 2 to this Agreement;
Software means any compiled computer software application or program or web-site or any other item to be prepared and delivered to the Client by Webevents as set out in the Purchase Order;
Source Code means the uncompiled program code developed by Webevents from which the Software is derived;
Timetable means the timetable governing the provision of the Services or the delivery of the Software as may be set out in the Purchase Order;
VAT means value added tax and any tax which may from time to time replace it;
Webevents’ Intellectual Property Rights means any Intellectual Property Rights owned by or in the possession of Webevents which are not Created Intellectual Property Rights.

1.2 The headings in this Agreement are for ease of reference and shall not affect the interpretation of the Agreement.
1.3 Any reference in this Agreement to any provision of a statute shall (except where the context otherwise requires) be construed as a reference to that provision as amended, modified, extended or re-enacted at the relevant time and shall include any subordinate legislation, including statutory instruments or regulations made under any of the foregoing.
1.4 In this Agreement, where the context permits, words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders and references to persons shall include bodies corporate, unincorporated associations and partnerships.

2 The Services
2.1 In consideration of the payment of the Fees, Webevents shall provide the Services to the Client as set out in the Purchase Order and in accordance with the provisions of this Agreement.
2.2 In the event that the Client requires any change to a Purchase Order or Specification it shall notify Webevents of the change required and Webevents shall provide the Client with an assessment of the impact on the Fees and other elements of the Purchase Order. The Client will notify Webevents within 5 working days of its acceptance of the basis of such assessment, on receipt of which the Purchase Order shall be deemed amended accordingly and the Client will be notified of such amendment by the issue of a new Purchase Order incorporating the change request. Should the Client fail to notify Webevents of its acceptance of the change request within 7 days, the request shall lapse and the Purchase Order shall continue without amendment.
2.3 Webevents’ performance of the Services is dependant upon the Client providing the Client Deliverables. Should the Client fail to materially comply with any timetable for the Client Deliverables as notified by Webevents in accordance with Schedule 3 to this Agreement, the Timetable may be amended by Webevents at its discretion. Any amendment to the Timetable pursuant to this Clause 2.3 shall be notified to the Client and the Purchase Order shall be deemed amended accordingly.
2.4 The provision of the Services shall be in accordance with the Services Process as set out in Schedule 3 to this Agreement unless agreed otherwise in writing by the parties.

3 Fees and Payment
3.1 In consideration of the provision of the Services, the Client shall pay to Webevents the agreed Fees plus VAT.
3.2 The Fees for the Services shall be in accordance with the Purchase Order and may be determined on a fixed price basis or a time and materials basis as agreed by the parties in the relevant Purchase Order.
3.3 Webevents shall render invoices to the Client in respect of the agreed Fees in accordance with the payment terms specified in the relevant Purchase Order. Fees shall be payable by the Client immediately upon receipt of the invoice unless stated otherwise in the Purchase Order.
3.4 Where the Services are subject to a deposit, such fee will be payable by the Client immediately upon signing the relevant Purchase Order. Any deposit is non-refundable.
3.5 If payment is not received in accordance with the payment terms specified in the Purchase Order, Webevents shall be entitled, without prejudice to any other rights that it may have, to charge the Client interest accruing on the sum due to Webevents at the rate of four per cent above the annual base lending rate of Barclays Bank plc, from time to time, and reserves the right to suspend the provision of the Services until such time as payment is received whether or not such suspension impacts on the Timetable. Any restriction or suspension of the provision of the Services by Webevents in accordance with this Clause 3.5 shall not constitute a breach of this Agreement.
3.6 Should the Client materially breach the payment terms specified in the Purchase Order, Webevents reserves the right to demand immediate payment of the full balance of the Fees payable under the Purchase Order in consideration of the completion of the Services or to terminate the Agreement in accordance with the provisions of Clause 9.3.3, in which case a cancellation fee will be charged to and immediately payable by the Client in accordance with Clause 4.4.
3.7 Any change requested to the Services by the Client during the term of any Purchase Order may result in an administration fee being charged to the Client. This shall be in addition to the cost of implementing the change request as notified to the Client in accordance with Clause 2.2.
3.8 The Client shall pay or reimburse to Webevents (on production of such vouchers and/or other evidence as it may reasonably require) all reasonable and proper expenses incurred by Webevents in connection with its provision of the Services.
3.9 All Fees for the Services are stated and payable in British Pounds.

4 Cancellation
4.1 This Agreement and any Purchase Orders cannot be cancelled or terminated other than in accordance with Clauses 4.4, 4.5, 9 or 15.2 except with the express written agreement of Webevents.
4.2 Any request for cancellation or termination of this Agreement or any Purchase Order/s other than in accordance with Clause 9 or Clause 15.2 must be made in writing by the Client and shall only be effective with the express written agreement of Webevents at its discretion.
4.3 Termination of this Agreement or any Purchase Order/s in accordance with Clause 4.2 will be subject to the payment of Fees for Services performed up to the date of termination of the Agreement or Purchase Order/s as determined by Webevents together with an additional cancellation fee of 50 per cent of the remaining Fees payable under the relevant Purchase Order/s in respect of administration and other costs and recoveries and phase-out expenses.
4.4 Should this Agreement be terminated in accordance with Clause 3.6 or Clause 4.5, the Client will be charged a cancellation fee of 50 per cent of the remaining Fees payable under the relevant Purchase Order/s in respect of administration and other costs and recoveries and phase-out expenses.
4.5 Failure of the Client to provide the Client Deliverables within 90 days of the date of the Purchase Order will constitute a material breach of the Agreement which may result in termination of the Agreement by Webevents in accordance with Clause 9.3.3 or Clause 9.3.4. If the Agreement is terminated under this Clause 4.5 the Client will be charged a cancellation fee in accordance with Clause 4.4 

5 Intellectual Property Rights
5.1 In consideration of the Fees (and any cancellation fees under Clauses 4.3 and 4.4 if applicable) being paid in full, Webevents assigns to the Client all Created Intellectual Property Rights.
5.2 Webevents shall remain the owner of any Webevents’ Intellectual Property Rights that are used by Webevents when providing the Services.
5.3 The parties agree that Webevents shall be entitled to use for any purpose whatsoever any underlying concepts, know-how or other experience that arises as a result of providing the Services to the Client.
5.4 The parties agree that the Client cannot sell or otherwise dispose of the Software or Source Code as a commercial product to any third party.
5.5 Webevents shall not be restricted in any manner whatsoever, whether during the term of the provision of the Services or otherwise, from contracting with a third party to provide a similar service to the Services providing that the Created Intellectual Property Rights are not infringed.
5.6 The parties agree that the Client may request the Source Code from Webevents and, subject to all Fees having been paid in full, this will be provided with access codes or passwords and any other information required to render the source code accessible and modifiable.
5.7 Subject to Clause 5.6, if the Source Code is subsequently modified by the Client or a third party, Webevents reserves the right at its discretion to charge a daily rate in excess of its prevailing daily rate to rectify or otherwise modify any parts of the Software or Source Code which have been so modified.
5.8 If the Client becomes aware of any infringement or threatened infringement of any of the Webevents’ Intellectual Property Rights or of any action detrimental to any of such rights, the Client shall immediately notify Webevents giving full particulars of such matters and the Client shall make no comment or admission to any third party in respect of such matter.
5.9 Webevents shall have the sole conduct of any proceedings relating to any of the Webevents’ Intellectual Property Rights and shall in its sole discretion decide what action (including litigation, arbitration or compromise), if any, to take in respect of any infringement or alleged infringement of any of such rights or any other claim brought or threatened in respect of the use of any of such rights.

6 Delivery and Acceptance
6.1 The Client acknowledges that on delivery, the Software shall not necessarily be error-free and it shall not be entitled to reject the Software due to any minor or immaterial non-conformance with the Specification.
6.2 The Client shall be solely liable and responsible for ensuring that the Software complies with the Specification or requirements and shall undertake all necessary tests to verify such compliance.
6.3 The Client shall test the Software and Webevents shall correct any defects identified in accordance with the process set out in Schedule 3, paragraph 6 to this Agreement.
6.4 Following the Client’s acceptance of the Software pursuant to Schedule 3, paragraph 6, Webevents shall not be obliged to correct any defects in the Software that the Client may subsequently identify unless the Services include an ongoing maintenance contract in respect of the Software.

7 Warranties and Indemnities
7.1 Each party warrants to the other that it has full power and authority to grant the rights to the other party as provided in the Agreement.
7.2 Webevents represents and warrants to the Client that it will provide the Services contemplated by the Agreement with reasonable care and skill, in good faith and in accordance with good industry practice.
7.3 The Client represents and warrants to Webevents that:
7.3.1 any materials delivered to Webevents under the Agreement shall be the property of the Client or the Client shall have licensed or obtained copyright permission to use such materials and none of the materials shall infringe copyright or patent laws, or involve the unauthorised use of the rights of any third party and do not contain any matter which is injurious to Webevents or any other person or which is illegal, scandalous, obscene, libellous, offensive to religion or defamatory or which would constitute a contempt of court; and
7.3.2 there is no litigation, proceeding or claim pending or threatened against the Client or any other party relating to any material to be utilised in performance of the Agreement.
7.4 Each party warrants to the other that in relation to the Information, it has and will at all times comply with all relevant requirements of the Data Protection Act 1998.
7.5 Except as expressly set out herein and to the fullest extent permitted by law, Webevents excludes all conditions, terms, representations (other than fraudulent representations) and warranties relating to the Services or materials supplied pursuant to the Agreement, whether imposed by statute or by operation of law or otherwise, including without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose.
7.6 Except to the extent caused by any fraud or dishonesty by Webevents, the Client agrees to indemnify Webevents to the fullest extent permitted by law from and against all liabilities, losses, damages, and reasonable expenses, including but not limited to legal fees and expenses, arising from or in connection with any claim or action as a result of the use of or possession of material or information provided by the Client under the Agreement.
7.7 The obligations set out in this Clause 7 shall survive variation, renewal, termination or expiry of the Agreement.

8 Exclusion of Liability
8.1 Nothing in this clause shall exclude or limit either party's liability for fraud or negligent misrepresentation or for personal injury or death resulting from the negligence of either party or its agents or employees.
8.2 Webevents shall not be liable in any way for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings) or any special or indirect or consequential losses, howsoever caused, whether or not such losses were within the contemplation of the parties at the commencement of the Agreement, suffered or incurred by the Client arising out of or in connection with the Client’s use of the Services provided pursuant to the Agreement or any other matter under the Agreement.

9 Term and Termination
9.1 This Agreement shall come into force on the date on which it is signed by the parties and shall continue in full force and effect unless terminated in accordance with its provisions or, subject to Clause 9.2, by either party giving to the other party at least one month’s written notice of its intention to terminate the Agreement. 
9.2 This Agreement cannot be terminated other than in accordance with Clause 4, Clause 9.3 or Clause 15.2 until all Purchase Orders issued under it have been fulfilled.
9.3  Without prejudice to either party’s other rights and remedies, either party may terminate the Agreement by immediate written notice to the other in the event that the other party:
9.3.1 ceases or threatens to cease to carry on business; or
9.3.2 is subject to bankruptcy or liquidation proceedings (other than a voluntary liquidation for the purpose of reconstruction or amalgamation), is determined to be insolvent or otherwise is unable to meet its financial obligations, or has a receiver or administrator appointed over all or any material part of its assets; or
9.3.3 commits a material breach of any provision of the Agreement, provided that in the case of any such material breach that is capable of remedy, termination shall only occur if the breach shall not have been remedied within thirty days of the other party having been given notice in writing specifying the nature of the breach and requiring it to be remedied. Any restriction or suspension of the Services by Webevents in accordance with Clause 3.5 shall not constitute a breach of this Agreement; or
9.3.4 commits a material breach of any provision of the Agreement which has been previously breached once and then remedied.
9.4 Termination of this Agreement by either party in accordance with Clause 9.3 shall serve to terminate all Purchase Orders issued under it.
9.5 Termination of this Agreement shall be without prejudice to any existing rights and/or claims that a party may have against the other party, and shall not relieve the other party from fulfilling its obligations accrued prior to such termination.

10 Consequences of Termination
10.1 Upon termination or expiry of this Agreement or any Purchase Order issued under it, however arising:
10.1.1 Webevents shall cease to provide the Services to the Client or in the event of the termination of a Purchase Order shall cease to provide the Services pursuant to such Purchase Order;
10.1.2 subject to payment of outstanding Fees in accordance with Clause 10.1.3 and Clause 4.3 where applicable, Webevents shall deliver to the Client the Source Code in its then current state;
10.1.3 the Client shall immediately pay to Webevents all outstanding Fees for Services performed up to the date of termination as determined by Webevents; and
10.1.4 each party shall immediately deliver and return to the other all equipment, material, information or other property supplied by the other party pursuant to the Agreement.
10.2 All provisions of the Agreement which in order to give effect to their meaning need to survive its termination shall remain in full force and effect after termination.

11 Suspension of Services
11.1 Webevents may immediately and without notice suspend the provision of the Services to the Client without compensation or recourse in the event that:
11.1.1 it is required to do so in order to comply with a legal order or request from an emergency service, governmental or other competent authority; or
11.1.2 it is taking this action in accordance with Clause 3.5.

12 Changes to the Agreement
12.1 Any waiver, amendment or variation of any provision of these terms shall be effective only if in writing and signed by the parties.

13 Notices
13.1 Save as otherwise provided in this Agreement, any notice given under this Agreement shall be in writing and served by hand or by recorded or special delivery post to the address as the relevant party may designate to the other in writing from time to time. References in this Agreement to “in writing” shall also include by email which must be sent to the email address as the relevant party may designate to the other in writing from time to time.
13.2 Any notice shall be deemed to have been served immediately if delivered by hand, 48 hours after posting if delivered by recorded or special delivery post and 24 hours after transmission if delivered by email.

14 Assignment
14.1 The Client may not assign or grant any sub-licences of any or all of its rights under the Agreement without the prior written consent of Webevents.
14.2 Webevents reserves the right to assign or otherwise transfer all or any of its rights under the Agreement at any time provided that such assignment shall not relieve Webevents of any of its obligations under the Agreement.

15 Force Majeure
15.1 Neither party shall be liable to the other for any failure under the Agreement if and to the extent that such failure is due to force majeure which shall mean in relation to either party any circumstances beyond the reasonable control of the party concerned, including but not limited to war, acts of God, riot, terrorism, earthquake, accidents, explosion, fire, floods, abnormal weather conditions, any act or omission of Government or other agencies, failure of technical or electrical facilities not within such party's reasonable control, failure or shortage of fuel,  power or materials, industrial action or trade disputes (except where such relates to employees or agents of the relevant party) or delay by suppliers.
15.2 The party affected by such a force majeure event shall as soon as reasonably practicable notify the other party in writing. In the event that the force majeure event so notified continues so as to prevent the performance of the Agreement for a period of two months or more after such notice then either party shall have the right to terminate the Agreement without liability for breach of contract and the clauses of the Agreement relating to the consequences of termination shall thereupon take effect.

16 Confidentiality
16.1 Notwithstanding Clause 16.2, each party shall keep any information relating to the private business affairs of the other party confidential and will keep all such information secure and protected against theft, damage, loss or unauthorised access and will not disclose any such information to any other person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority.  Each party undertakes to procure that its employees and agents are aware of and are bound by the provisions of this clause, and the obligations of this clause shall survive the variation, renewal or termination of the Agreement, but shall cease to apply to any information which has come into the public domain through no fault of the recipient.
16.2 The Client hereby gives permission to Webevents to use its name and logo for the sole purpose of inclusion in Webevents’ marketing materials and related documents and to provide a footer link from the Client’s website to a website owned by Webevents including but not limited to the website at www.premium.wmg.uk. The Client may withdraw this permission at any time by giving thirty days’ written notice.

17 General
17.1 Notwithstanding that any one or more clauses of the Agreement may prove to be illegal, invalid or unenforceable, the remaining clauses shall continue in full force and effect.
17.2 The Agreement and any other documents referred to herein shall constitute the entire agreement between the parties for the provision of the Services and supersede all previous agreements, arrangements and undertakings between the parties.
17.3 The sections of the Agreement headed Limitation of Liability, Indemnity and Governing Law shall survive the termination of the Agreement.
17.4 The failure to exercise or delay in exercising any right shall not constitute a waiver of the right or remedy or a waiver of other rights or remedies by any party, and no course of conduct or acquiescence shall constitute such a waiver other than a notice to that effect given to the other party specifying the right in question.
17.5 Except in the case of any permitted assignment of this Agreement pursuant to Clause 14, a person who is not party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any clause of the Agreement.
17.6 Nothing in the Agreement is intended to or shall operate to create an association, partnership or joint venture between the parties.

18 Governing Law
18.1 The Agreement shall in all respects be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of those countries in respect of any matter arising from or in connection with the Agreement. 


In witness whereof this Agreement has been entered into the day and year first above written.

SIGNED BY:        

………………………………………..                              
duly authorised on behalf of Webevents Limited

SIGNED BY: 

……………………………………….                                         
duly authorised on behalf of  XXXX Limited (the Client)
 
 
Schedule 1
Purchase Order/s

Schedule 2
Specifications

Schedule 3
The Services Process

The processes detailed below shall govern the provision of the Services for each of the Purchase Orders annexed at Schedule 1 to this Agreement.  The process stages in this Schedule 3 shall correspond to the process stages set out in the Purchase Orders annexed at Schedule 1.

1 Stage 1 - Proposal
1.1 Webevents shall provide a standard form questionnaire and the Client shall promptly complete such questionnaire.
1.2 Webevents shall provide an initial proposal document to the Client which may include a fee quotation for the preparation of a Specification.
1.3 The Client shall evaluate the proposal in 1.2 above and accept or reject such proposal without unreasonable delay.  If the Client elects to accept such proposal, Webevents shall prepare a Purchase Order pursuant to the proposal and such Purchase Order will be signed by the Client and attached at Schedule 1 to this Agreement.

2 Stage 2 – Preparation
2.1 The Client shall provide to Webevents a site map for the Software.
2.2 Webevents shall evaluate such site map and may undertake further investigation of the Client’s requirements as it considers necessary for the performance of the Services, including but not limited to a meeting or further discussion with the Client.
2.3 Webevents shall provide to the Client a Specification for the Software, a site map and a fee quotation for Stage 3, Stage 5, Stage 6 and Stage 7 of this Schedule 3, where applicable.
2.4 The Client will review the Specification and shall promptly (and in any event within 5 working days of receipt of such Specification) notify Webevents if it requires any amendment to the Specification in accordance with the site map provided at 2.1 or its instructions provided at 2.2 of this Schedule 3.
2.5 Any changes requested to the Specification by the Client which were not communicated to Webevents in accordance with 2.1 and 2.2 of this Schedule 3 may, at the discretion of Webevents, incur additional fees which will be discussed with the Client prior to commencement of such changes.  In the event that the Client does not agree to such additional fees, Webevents shall not be obliged to make the changes requested under this paragraph 2.5.
2.6 The Client shall notify Webevents that it has approved the Specification without unreasonable delay.

3 Stages 3 to 6
3.1 Should the Client wish to proceed in accordance with fee quotation detailed in 2.3 of this Schedule 3, it shall promptly notify Webevents. Webevents shall accordingly prepare a Purchase Order and such Purchase Order will be signed by the Client and Webevents and attached at Schedule 1 to this Agreement.

Stage 3 – Design
3.2 Following receipt of the signed Purchase Order as set out in 3.1, Webevents shall notify the Client of the Client Deliverables and the estimated timetable for delivery thereof.
3.3 Subject to receipt of the Client Deliverables, Webevents shall deliver to the Client two design concepts in respect of which the Client shall promptly, and in any event within 5 working days of receipt, notify Webevents of any amendments required.
3.4 Webevents shall perform a maximum of two rounds of amendments to the design concepts.
3.5 Following such amendments the Client shall promptly notify Webevents of its acceptance and approval of the relevant design, such approval not to be unreasonably withheld.

4 Stage 4 - Content
4.1 Webevents shall notify the Client of the remaining Client Deliverables, where applicable, and the timetable for delivery thereof and the Client shall hereto deliver.

5 Stage 5 – Development
5.1 Webevents shall develop the structure and functionality of the Software in accordance with the Specification.
5.2 Where applicable and subject to receipt of the Client Deliverables pursuant to paragraph 4, Webevents shall populate the Software (in the event that this service is included in the Services) and perform standard search engine optimisation in respect of build and structure as follows, where appropriate and applicable:
5.2.1 Metadata – title / description / keywords
5.2.2 Search engine friendly page name structure
5.2.3 Site content organised via directory structure
5.2.4 Sitemap covering key areas of the site
5.2.5 Google analytics code
5.2.6 Complement non-spiderable technologies used for navigation (flash, dhtml, images) with a search engine friendly alternative if appropriate
5.2.7 No query-strings featured in spiderable URLs
5.2.8 Move .net viewstate to page footer
5.2.9 Alt text to be considered where images relay significant information.
5.3 The Software will not be built to W3C compatibility as standard and any such requirements must be requested by the Client at Stage 1 to enable this requirement to be incorporated into the specification and quotation.

6 Stage 6 – Testing and Acceptance
6.1 Webevents shall test the Software in accordance with the Specification prior to delivery to the Client.
6.2 Webevents shall deliver the Software to the Client and the Client shall test the Software and shall notify Webevents within 14 working days of receipt of the Software of any failure in the performance of the Software. Notification shall be in writing in the format determined by Webevents.
6.3 Upon receipt of a notification pursuant to paragraph 6.2, Webevents shall correct the defects and shall re-deliver the Software to the Client for final testing and acceptance by the Client. Acceptance of the Software by the Client shall be in writing and shall not be unreasonably withheld.
6.4 In the event that written acceptance is not provided by the Client within 30 days of the re-delivery of the Software for final testing pursuant to Clause 6.3, the Software shall be deemed accepted by the Client unless the client has provided to Webevents in writing any reasonable cause as to why the Software should not be accepted.

7 Stage 7 – Maintenance
7.1 Where the Services incorporate an ongoing maintenance contract, Webevents shall for the duration of the maintenance contract provide the following services to the Client:
7.1.1 A Help Desk available between the hours of 8.30 am to 6.00 pm (UK time) on normal UK business days for the Client to report any error in the Software
7.1.2 Webevents shall endeavour to respond within 4 business hours to replicate the reported error in the Software
7.1.3 Webevents shall categorise the error and take action as follows:
• Category A – a major error rendering much of the Software inoperable: Webevents shall immediately commence rectification work within normal business hours
• Category B – the Software is working but the error is causing major inconvenience: Webevents shall commence rectification work within 24 hours of error categorisation
• Category C – a minor error in the Software: Webevents shall commence rectification work within 5 business days of error categorisation
7.1.4 Webevents shall provide further assistance to the Client in respect of the following matters, subject to the availability of a maximum number of hours per month as specified in paragraph 7.1.5:
• Sundry queries
• Client training in respect of the Software
• Automatic forwarding of error emails
• Quotations for additional work at the request of the Client
7.1.5 The maximum number of hours available each month for the services pursuant to paragraph 7.1.4 will be 33.3 per cent of the monthly maintenance fee as specified in the Purchase Order divided by the prevailing hourly rate in force from time to time
7.1.6 The Client agrees that any assistance provided pursuant to paragraph 7.1.4 that is in excess of the available hours of assistance specified in paragraph 7.1.5 shall be charged to the Client at the prevailing hourly rate and shall be payable by the Client immediately upon receipt of invoice.